AMENDMENT NO. 4
TO
THE EARTHGRAINS COMPANY
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
WHEREAS, The Earthgrains Company (formerly Campbell Taggart, Inc.
and hereafter referred to as the "Company") adopted The Earthgrains Company
Employee Stock Ownership/401(k) Plan (hereafter referred to as the "Plan"),
effective as of July 1, 1994; and
WHEREAS, the Company desires to amend said Plan, effective as of the
dates specified herein;
NOW, THEREFORE, the Plan is hereby amended, effective as of the dates
specified herein, in the following respects.
I.
Effective as of July 1, 1996, the following paragraph (iii) is hereby
added to Section 2.1(ee) of the Plan and shall read as follows:
"(iii) Notwithstanding anything contained herein to the contrary, in
determining an Employee's Years of Service for purposes of
the vesting requirements set forth in Article 11 for an
Employee who was an employee of an employer listed below on
the date specified below and who becomes an Employee of an
Employer who is eligible to participate in the Plan in
accordance with Section 3.1 on the date immediately
following such date below, such Employee's last period of
continuous service with such employer before the date
specified below shall be counted:
Heiner's Bakery, Inc. November 30, 1996"
II.
Effective as of July 1, 1997, paragraph (iii) of Section 2.1(ee) of
the Plan is hereby deleted in its entirety and the following is substituted
in lieu thereof:
"(iii) Notwithstanding anything contained herein to the contrary, in
determining an Employee's Years of Service for purposes of
the vesting requirements set forth in Article 11 for an
Employee who was an employee of an employer listed below on
the date specified below and who becomes an Employee of an
Employer who is eligible to participate in the Plan in
accordance with Section 3.1 on the date immediately following
such date below, such Employee's last period of continuous
service with such employer before the date specified below
shall be counted:
CooperSmith, Inc. January 16, 1998
San Luis Sourdough March 11, 1998
H & L Baking Company July 1, 1997
Brothers Baking Company, Inc. July 1, 1997
Heiner's Bakery, Inc. November 30, 1996"
III.
Effective as of January 31, 1998, Section 2.1(tt) of the Plan is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
"(tt) "Valuation Date" means each business day as of which the New
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York Stock Exchange is open for trading."
IV.
Effective as of April 1, 1998, Section 4.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(a) After-Tax Matched Contributions. After-Tax Matched
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Contributions shall not be less than one percent (1%) and not
more than four percent (4%) of the Participant's Compensation
for the Plan Year, or such other limitations as the Committee
shall determine; provided however, that with respect only
to a Participant who is covered by a collective bargaining
agreement, After-Tax Matched Contributions shall not be less
than one percent (1%) and not more than three percent (3%) of
the Participant's Compensation for the Plan Year, or such
other limitations as the Committee shall determine."
V.
Effective as of April 1, 1998, Section 4.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(c) After-Tax Matched Contributions and Before-Tax Matched
------------------------------------------------------
Contributions. The sum of a Participant's After-Tax Matched
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Contributions and Before-Tax Matched Contributions shall not
be less than one percent (1%) and not more than four percent
(4%) of the Participant's Compensation for the Plan Year, or
such other limitations as the Committee shall determine;
provided however, that with respect only to a Participant
who is covered by a collective bargaining agreement, the sum
of a Participant's After-Tax Matched Contributions and
Before-Tax Matched Contributions shall not be less than one
percent (1%) and not more than three percent (3%) of the
Participant's Compensation for the
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Plan Year, or such other limitations as the Committee shall
determine."
VI.
Effective as of April 1, 1998, Section 5.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(a) Before-Tax Matched Contributions. Before-Tax Matched
--------------------------------
Contributions shall not be less than one percent (1%) and
not more than four percent (4%) of the Participant's
Compensation for the Plan Year, or such other limitations as
the Committee shall determine; provided however, that with
respect only to a Participant who is covered by a collective
bargaining agreement, Before-Tax Matched Contributions shall
not be less than one percent (1%) and not more than three
percent (3%) of the Participant's Compensation for the Plan
Year, or such other limitations as the Committee shall
determine."
VII.
Effective as of April 1, 1998, Section 5.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(c) Before-Tax Matched Contributions and After-Tax Matched
------------------------------------------------------
Contributions. The sum of a Participant's Before-Tax
-------------
Matched Contributions and After-Tax Matched Contributions
shall not be less than one percent (1%) and not more than
four percent (4%) of the Participant's Compensation for the
Plan Year, or such other limitations as the Committee shall
determine; provided however, that with respect only to a
Participant who is covered by a collective bargaining
agreement, the sum of a Participant's Before-Tax Matched
Contributions and After-Tax Contributions shall not be less
than one percent (1%) and not more than three percent (3%)
of the Participant's Compensation for the Plan Year, or such
other limitations as the Committee shall determine."
VIII.
Effective as of July 1, 1996, Section 9.6(a)(ii) of the Plan is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
"(ii) Cash Purchase Fund Shares: Cash dividends on Company Shares
-------------------------
held within the Cash Purchase Fund shall be applied to pay
principal and interest on the Share Purchase Loan with which
such Company Shares were purchased or, if a Share Purchase
Loan is not outstanding, shall be applied to acquire Company
Shares."
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IX.
Effective as of January 1, 1998, Section 11.1 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"11.1. Vesting.
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(a) A Participant shall have a non-forfeitable interest in his
Anheuser-Busch Stock Account and in his Plan Account
attributable to his After-Tax Contributions, Before-Tax
Contributions and Rollover Contributions.
(b) A Participant, other than a Participant who is covered by a
collective bargaining agreement, shall obtain a non-
forfeitable interest in his Plan Account attributable to
Employer Matching Contributions upon the occurrence of (i)
his death or Disability, while an Employee, (ii) layoff for
a period exceeding twelve (12) consecutive months, (iii)
entry into active duty with any branch of the military
services of the United States, or (iv) termination of
employment following attainment of age sixty (60). As of any
date prior to the occurrence of an event described in (i)
through (iv) above, effective as of January 1, 1998, with
respect to any Participant on such date other than
Participants who are covered by a collective bargaining
agreement, a Participant shall obtain a non-forfeitable
interest in his Plan Account attributable to Employer
Matching Contributions in accordance with the vesting
schedule set forth below based upon the number of Years of
Service credited to such Participant as of such date:
Years of Service Vested Percentage
---------------- -----------------
Less than 5 0%
5 or more 100%
Anything contained in this paragraph (b) to the contrary, the
vested percentage of a Participant who was a Participant in
the Plan on December 31, 1997 shall not be less than the
vested percentage in accordance with the provisions of the
Plan in effect on December 31, 1997.
(c) A Participant who is covered by a collective bargaining
agreement shall obtain a non-forfeitable interest in his
Plan Account attributable to Employer Matching Contributions
upon the occurrence of (i) his death or Disability, while an
Employee, (ii) layoff for a period exceeding twelve (12)
consecutive months, (iii) entry into active duty with any
branch of the military services of
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the United States, or (iv) termination of employment
following attainment of age sixty (60). As of any date prior
to the occurrence of an event described in (i) through (iv)
above, such Participant shall obtain a non-forfeitable
interest in his Plan Account attributable to Employer
Matching Contributions in accordance with the vesting
schedule set forth below based upon the number of Years of
Service credited to such Participant as of such date:
Years of Service Vested Percentage
---------------- -----------------
1 0%
2 or more 100%
(d) Anything contained herein to the contrary notwithstanding, (i)
a Participant shall have a non-forfeitable interest in his
Plan Account attributable to the ten (10) Company Shares, if
any, allocated to his Plan Account in accordance with the
provisions of Section 6.1 of the Plan, and (ii) an Employee
who on October 14, 1996 was employed in the MIS Department and
who was transferred on October 15, 1996 to Electronic Data
Systems shall have a non-forfeitable interest in his Plan
Account as of the date of such transfer."
X.
Effective as of July 1, 1996, Section 13.5 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"13.5. Form of Payment.
----------------------
All payments under this Article shall be in the form of cash
and, to the extent that the Participant's Plan Account
consists of Company Shares, whole shares; provided that, (i)
a Participant or Beneficiary who would otherwise receive
Company Shares may instead elect to have such Company Shares
converted to cash and the proceeds thereof distributed, and
(ii) a Participant or Beneficiary who would otherwise
receive cash may instead elect to have such cash converted
to shares of Company Shares (whole shares only) and
distributed. Any fractional interest in Company Shares shall
be converted to cash and distributed. A conversion of
Company Shares to cash under this Section shall be made in
accordance with Section 17.2. Anything contained herein to
the contrary notwithstanding, a Participant or Beneficiary
shall receive the value of his Anheuser-Busch Stock Account
in the form of cash unless he elects to receive all or part
of such Anheuser-Busch
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Stock Account in whole shares of Anheuser-Busch Shares. Any
fractional interest in Anheuser-Busch Shares shall be paid
in cash."
IN WITNESS WHEREOF, The Earthgrains Company has caused this Amendment
No. 4 to the Plan to be executed in its name by its duly authorized officer as
of the 30th day of June, 1998.
THE EARTHGRAINS COMPANY
By: /s/ Steven G. Gebben
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Title: Manager, Employee Benefits
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